Second Amendment to Trammell Crow Company Employee Stock Purchase Plan

Summary

This amendment, effective July 1, 1999, modifies the Trammell Crow Company Employee Stock Purchase Plan. It allows employees who leave the company within the last two weeks of an offering period to still exercise their stock purchase options at the end of that period, unless they choose to withdraw from the plan. All other terms of the plan remain unchanged. The amendment is executed by the company's Benefits Committee.

EX-10.7-2 4 a2040856zex-10_72.txt EXHIBIT 10.7.2 SECOND AMENDMENT TO THE TRAMMELL CROW COMPANY EMPLOYEE STOCK PURCHASE PLAN THIS SECOND AMENDMENT is effective as set forth below and is made by the Benefits Committee of Trammell Crow Company, a Delaware corporation (the "Company"). W I T N E S S E T H: ------------------- WHEREAS, the Company has previously established the Trammell Crow Company Employee Stock Purchase Plan effective March 1, 1998 (the "Plan") for the benefit of eligible employees, as subsequently amended; WHEREAS, the Company has established a benefits committee (the "Benefits Committee") to administer certain plans maintained by the Company; WHEREAS, the Benefits Committee is responsible for the administration of the Plan; WHEREAS, pursuant to paragraph 15 of the Plan, the Benefits Committee has the right to make certain amendments to the Plan; WHEREAS, the Benefits Committee desires to amend the Plan such that employees who terminate employment within two weeks of the end of an offering period may exercise options under the Plan; and WHEREAS, such amendment is within the scope of the Benefits Committee's powers. NOW, THEREFORE, the Plan is hereby amended as follows, effective July 1, 1999; Paragraph 9 is hereby amended by adding the following at the end thereof: "Notwithstanding the preceding provisions of this paragraph 9, if a participant's employment terminates within the last two weeks of an option period, the participant's participation in the Plan shall not automatically terminate. Rather, such participant shall be deemed to have exercised his options at the end of the offering period pursuant to paragraph 7, unless the participant elects to withdraw in whole from the Plan, in which case the preceding sentence shall apply." NOW, THEREFORE, be it further provided that, except as stated above, the Plan shall continue to read in its current state. IN WITNESS WHEREOF, this Second Amendment has been executed by a duly authorized officer of the Company as of the date specified below and effective as set forth herein. TRAMMELL CROW COMPANY, a Delaware corporation By: /s/ William P. Leiser ------------------------------------- Name: William P. Leiser ----------------------------------- Title: Executive Vice President ---------------------------------- Dated: December 27, 1999 ---------------------------------- -2-